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10-Q - LEGEND INTERNATIONAL HOLDINGS, INC. 10-Q - LEGEND INTERNATIONAL HOLDINGS INCa6389911.txt
EX-31.2 - EXHIBIT 32.2 - LEGEND INTERNATIONAL HOLDINGS INCa6389911ex32_2.txt
EX-32.1 - EXHIBIT 32.1 - LEGEND INTERNATIONAL HOLDINGS INCa6389911ex32_1.txt
EX-31.2 - EXHIBIT 31.2 - LEGEND INTERNATIONAL HOLDINGS INCa6389911ex31_2.txt

                                  Exhibit 31.1

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Isaac Gutnick, Chief Executive Officer, certify that:

1.   I  have reviewed this quarterly report on Form 10-Q of Legend International
     Holdings,  Inc.  (the  "registrant");

2.   Based  on  my  knowledge, this report does not contain any untrue statement
     of  a  material fact or omit to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  report,  fairly  present  in  all material
     respects  the  financial condition, results of operations and cash flows of
     the  registrant  as  of,  and  for,  the  periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13(a)-15(e) and 15(d)-15(e)) and internal controls
     over  financial  reporting  (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f))  and  have:

          a)   designed  such  disclosure controls and procedures or caused such
               disclosure  controls  and  procedures  to  be  designed under our
               supervision  to  ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known  to us by others within those entities, particularly during
               the  period  in  which  this  annual  report  is  being prepared;

          b)   designed  such  internal  controls  over  financial reporting, or
               caused  such  internal  controls  over  financial reporting to be
               designed  under  our supervision, to provide reasonable assurance
               regarding  the  reliability  of  financial  reporting  and  the
               preparation  of  financial  statements  for  external purposes in
               accordance  with  generally  accepted  principles;

          c)   evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and  procedures  and  presented  in  this  report  our
               conclusions  about  the  effectiveness of the disclosure controls
               and procedures as of the end of the period covered by this report
               based  on  such  evaluation;  and

          d)   disclosed  in this report any change in the registrant's internal
               control  over  financial  reporting  that  occurred  during  the
               registrant's  most recent fiscal quarter (the registrant's fourth
               fiscal  quarter  in  the  case  of  an  annual  report)  that has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,  the  registrant's  internal  control  over  financial
               reporting;  and

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  functions):

          a)   all  significant  deficiencies  and  material  weaknesses  in the
               design  or operation of internal control over financial reporting
               which  are reasonably likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information;  and

          b)   any  fraud,  whether or not material, that involves management or
               other  employees  who have a significant role in the registrant's
               internal  control  over  financial  reporting.


Date: August 9, 2010



                               /s/ Joseph I. Gutnick
                               ----------------------------------------
                               Name:  Joseph I. Gutnick
                               Title: Chairman of the Board, President and Chief
                                                               Executive Officer
                                                   (Principal Executive Officer